Section NameSection Number
Nonprofit corporation law definitions.§ 1702.01
Notice requirements.§ 1702.02
Purposes of corporation.§ 1702.03
Articles of incorporation.§ 1702.04
Corporate name - transfer - reservation.§ 1702.05
Statutory agent - cancellation and reinstatement of articles.§ 1702.06
Acceptance of articles of incorporation and other certificates - filing not constructive notice of contents.§ 1702.07
Incorporation of such society or association.§ 1702.08
Religious society.§ 1702.09
Adoption of regulations.§ 1702.10
Contents of regulations.§ 1702.11
Authority of nonprofit corporation.§ 1702.12
Membership.§ 1702.13
Absence of provision for members.§ 1702.14
Corporation to keep books and records of account and minutes of proceedings.§ 1702.15
Annual meeting.§ 1702.16
Meetings of voting members - calling and place of meeting.§ 1702.17
Notice of meeting.§ 1702.18
Waiver of notice.§ 1702.19
Voting.§ 1702.20
Voting of membership in corporation.§ 1702.21
Quorum of voting members.§ 1702.22
Controlling provisions of articles or regulations.§ 1702.23
Vote of members required for rescission or revocation.§ 1702.24
Action by members or directors without a meeting.§ 1702.25
Election of directors.§ 1702.26
Number and qualifications of directors - ex officio directors - provisional director.§ 1702.27
Term and classification of directors.§ 1702.28
Removal of directors and filling vacancies.§ 1702.29
Authority of directors.§ 1702.30
Interest of director or officer in contract.§ 1702.301
Meetings of directors - notice.§ 1702.31
Quorum for directors' meeting.§ 1702.32
Executive and other committees of directors.§ 1702.33
Officers - authority and removal.§ 1702.34
Corporate property.§ 1702.35
Corporate mortgages.§ 1702.36
Usury.§ 1702.37
Amendments to articles.§ 1702.38
Mutual benefit corporation - disposition of assets.§ 1702.39
Judicial sale of property.§ 1702.40
Merger or consolidation into domestic corporation.§ 1702.41
Merger or consolidation into entity other than domestic corporation.§ 1702.411
Agreement of merger or consolidation - vote by members.§ 1702.42
Certificate of merger or consolidation.§ 1702.43
Effect of merger or consolidation.§ 1702.44
Effective date of merger or consolidation.§ 1702.46
Conversion to domestic or foreign entity other than a for profit corporation or domestic corporation; written declaration of conversion.§ 1702.461
Form of certificate of conversion.§ 1702.462
Voluntary dissolution.§ 1702.47
Public notice of voluntary dissolution.§ 1702.48
Winding up or obtaining reinstatement - powers and duties of directors.§ 1702.49
Jurisdiction of court over winding up of affairs of voluntarily dissolved corporation.§ 1702.50
Receiver for winding up affairs of corporation.§ 1702.51
Judicial dissolution.§ 1702.52
Provisional director - appointment, duties, qualifications.§ 1702.521
Certified copies as evidence.§ 1702.53
False statement or entry.§ 1702.54
Liability of members, directors and officers of corporation.§ 1702.55
Exercise of expired powers.§ 1702.57
Applicability of chapter.§ 1702.58
Filing of verified statement of continued existence.§ 1702.59
Restoring rights, privileges, and franchises upon reinstatement.§ 1702.60
Qualified nonprofit corporation may establish police department.§ 1702.80
Penalty.§ 1702.99
 

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Does Ohio Law Require An HOA Board to Seek Member Approval For An Assessment Increase?

The Act states that an HOA board “may not increase any assessment for common expenses when the declaration limits the amount of such assessments unless the owners amend the declaration…” O.R.C. §5312.10(C)(2). An amendment to the declaration requires a vote of approval from 75% of the association members. O.R.C. §5312.05(A). If the declaration does not limit assessments or otherwise set forth the manner in which assessments are calculated, then the statutory means of determining assessments will apply. 

Does Ohio Law Permit Compensation of any Type for HOA Directors?

The Act is silent as to compensation of board-members and officers.  However, among the permitted “powers of owner’s association” that an HOA may exercise “through its board of directors” are “powers…conferred by the declaration or bylaws…permitted to be exercised in [Ohio] by a nonprofit corporation…[or] necessary and proper for the government and operation of the owners association.” O.R.C. §5312.06. Ohio’s Nonprofit Corporation Law permits a nonprofit corporation to adopt regulations for the governance of the organization either within 90 days of the date of incorporation or, if later, by majority vote of the voting members. 

Does Ohio Law Require an HOA Board to Appoint Officers from the Elected Members of the Board?

The Act states that an HOA’s “declaration and bylaws shall provide for the following…The election of the board of directors…[and] The powers and duties of the board.” O.R.C. §5312.02(B).  The Act then provides that the “board of directors…shall elect officers from the members of the board, to include a president, secretary, treasurer, and other officers as the board designates.” O.R.C. §5312.04(A) (emphasis added).  Thus, to comply with the Act, an HOA must elect board-members in a manner established in its declaration and bylaws, and the board must then elect officers from among the elected board-members.

Protection Against Suspected Retaliation

As association has a duty to treat owners equally and enforce rules evenly.  Owners who believe they are being treated unfairly should become familiar with the declaration and bylaws to determine their rights vis-a-vis the association and board.  In some situations, it would be appropriate for an owner who is being singled out for maltreatment to pursue a civil action against the board for money damages or injunctive relief.  

Which State Official has Jurisdiction over HOA’s in Ohio?

The Act does not delegate rulemaking or enforcement authority over HOA’s to any specific executive officer or agency.  Ohio HOA’s are required to organize as nonprofit corporations.  O.R.C. §5312.03(B).  Thus, with regard to its organizational structure and general management, an association is subject to the authority of the Ohio Secretary of State.  To the extent an HOA’s activities implicate any consumer protection statutes, the HOA is subject to the enforcement power of the Ohio Attorney General.

Is The Association The Final Decision Maker In A Dispute?

Ultimately, the final decision maker in any dispute between an HOA and an owner is a court of competent jurisdiction.  While an association can record a lien and suspend voting rights and common elements privileges for non-payment of assessments, a board does not otherwise have the authority to take “self-help” measures to enforce compliance and must enforce association rules through proper legal channels.  If an owner believes the board is exceeding its powers or not meeting its obligations, the owner can institute a civil suit to resolve the dispute.